Voluntary public tender offer document filed with Consob by RLG Italia Holding for all ordinary shares of YNAP


ACCESS TO THIS AREA OF THE WEBSITE MAY BE RESTRICTED UNDER SECURITIES LAWS OR REGULATIONS IN CERTAIN JURISDICTIONS. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT IN SUCH A JURISDICTION), BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION ON THIS AREA OF THE WEBSITE. THESE MATERIALS ARE NOT DIRECTED AT OR INTENDED TO BE ACCESSIBLE BY PERSONS RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH ANY CONSENT OR OTHER FORMALITY WHICH COMPAGNIE FINANCIÈRE RICHEMONT SA (“Richemont”) REGARDS AS UNDULY ONEROUS (A “RESTRICTED JURISDICTION”).

Offer by RLG Italia Holding S.p.A. (“RLG”) for YOOX Net-A-Porter Group S.p.A. (“YNAP”) (the “Offer”)

Access to information

You are attempting to enter the part of the website that is designated for the publication of documents and information in connection with the Offer.

If you would like to view this part of the website, please read this notice carefully. This notice applies to all persons who view this part of the website and, depending on where you are located, may affect your rights or responsibilities. Richemont reserves the right to amend or update this notice at any time and you should, therefore, read it in full each time you visit the site. In addition, the contents of this part of the website may be amended at any time, in whole or in part, at the sole discretion of Richemont.

To allow you to view information about the Offer, you must read this notice and then click “I ACCEPT”. If you are unable to agree, you should click “I DECLINE” and you will not be able to view information about the Offer.

The Offer is made solely by means of the offer document containing the full terms and conditions of the Offer, including details on how it may be accepted. Any decision made in relation to the Offer should be made solely on the basis of the information provided in such offer document.

Overseas jurisdictions

Viewing the information you are seeking to access may be restricted under securities laws in certain jurisdictions. All persons resident outside of Italy who wish to view this part of the website must first satisfy themselves that they are not subject to any local requirements which prohibit or restrict them from doing so and should inform themselves about, and observe, any legal or regulatory requirements applicable in their jurisdiction.

These materials are not directed at or accessible by persons resident in any jurisdiction if to do so would constitute a violation of the relevant laws or regulations of that jurisdiction.

You should not download, mail, forward, distribute, send or share the information or documents contained in this part of the website to any person. In particular, you should not mail, forward, distribute or send the information or documents contained therein to any jurisdiction where it would be unlawful to do so.

Note to US shareholders

The Offer relates to the securities of an Italian company and is subject to the laws of Italy. It is important that U.S. shareholders understand that the Offer and any related offer documents are subject to disclosure and takeover laws and regulations in Italy that may be different from the United States. To the extent applicable, the Offer is made in compliance with the U.S. tender offer rules, including Regulation 14E under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the “Tier II” exemption in respect of securities of foreign private issuers provided by Rule 14d-1(d) under the Exchange Act.

RLG and its affiliates (including Richemont) may, from time to time, purchase or make arrangements to purchase YNAP ordinary shares outside of the Offer from the time the Offer was first publicly announced until the expiration of the acceptance period of the Offer, including purchases in the open market at prevailing prices or in private transactions at negotiated prices, in each case, outside of the United States and to the extent permitted by applicable Italian law. Any such purchases will not be made at prices higher than the Offer price or on terms more favourable than those offered pursuant to the Offer unless the Offer price is increased accordingly.

Forward looking statements

This part of the website contains forward-looking statements. Words such as “may”, “should”, “estimate”, “project”, “plan”, “believe”, “expect”, “anticipate”, “intend”, “potential”, “goal”, “strategy”, “target”, “will”, “seek”, and similar expressions may identify forward-looking statements. Such forward-looking statements are not guarantees of future performance. The forward-looking statements of Richemont are based on management’s current expectations and assumptions. As with any projection or forecast, forward-looking statements are inherently susceptible to uncertainty and changes in circumstances. Actual results may differ materially from the forward-looking statements as a result of a number of risks and uncertainties, many of which are outside the control of Richemont. Richemont does not undertake to update, nor to assume any obligation to provide updates of or to revise, any forward-looking statements.

Responsibility

In relation to any Offer-related materials accessible on this area of the website please note any statement of responsibility contained therein.

The documents included in this part of the website issued or published by Richemont or RLG speak only at the specified date of the relevant document and neither Richemont nor RLG has, or accepts, any responsibility or duty to update or revise such documents.

In relation to any announcements or other materials related to the Offer issued or published by YNAP, or which relate to YNAP, that are accessible on this website, the only responsibility accepted by RLG and Richemont and their respective directors is for the correctness and fairness of its reproduction.

Neither the directors of RLG nor RLG, nor any of their affiliated companies, have reviewed, and no such person is or shall be responsible for or accepts any liability in respect of, any information contained on any other website which may be linked to or from this part of the website.

Other

If you are in any doubt about the contents of this part of the website or the action you should take, you should seek your own financial advice from an appropriately authorised independent financial adviser.

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If you are not able to give these confirmations, you should click on I DECLINE below.



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